Section 1. The name of this organization shall be the American Association of Clinical Anatomists (the Association).

Section 2. The purpose of this Association shall be to advance the science and art of clinical anatomy and promote the personnel and resources associated with its practice, to encourage research and publication in the discipline, and to maintain high curricular and professional standards in the teaching of anatomy. Clinical anatomy is defined as anatomy in all of its aspects - gross, histologic, developmental, neurologic, and specimen care and preservation - as applied to clinical practice and education; the application of anatomic principles to the solution of clinical problems; and/or the application of clinical observations to expand anatomical knowledge and education.

Section 1. Categories, Classes and Status. There are two (2) categories of membership in the Association: Full and Special. There shall be four (4) classes of Full Membership: Regular, Senior, Honored and Affiliate; and three (3) classes of Special Membership: Founding, Honorary and Associate. The status of Full Members shall be Active, Inactive or Discontinued.

Section 2. The Council, with the approval of the membership at the Annual Business Meeting, shall have the power to establish other classes of membership, change the rights and privileges for each class, and set the amount of the dues.

Subsection A.Regular Membership.Regular in the Association shall be open to all individuals of good professional standing who have an active interest in clinical anatomy or in supporting anatomical programs.

Subsection B.Senior Membershipshall be open to those who have been Regular Members for at least five (5) years and have reached age sixty-five (65). They shall have all the privileges and responsibilities of Regular Members, but pay a reduced membership dues rate. All Senior Members will have electronic access to the official journal. Senior members may pay an additional amount to receive the printed journal.

Subsection C.Senior Limited Membership.A limited membership is open to any Senior Member in good standing who is no longer employed full time. Senior Limited Members neither pay dues nor have printed or electronic access to the journal but shall have all the other privileges and responsibilities as a Regular Member.

Subsection D.Affiliate Membership.Several associations have identified the journalClinical Anatomyas their official journal. Members in good standing of these associations may become Affiliate Members upon payment of dues equal to the Regular Member's rate minus the annual member's subscription fee for the official journal. Affiliate Members shall have all the rights, privileges and responsibilities of Regular Members, but will not receive the official journal as part of their Association membership.

Section 3. Special Memberships.Subsection A.Founding Membersare those elected before December 31, 1983.

Subsection B.Honorary membershipshall be granted to all Honored Members and recipients of the R. Benton Adkins Distinguished Service Award. These individuals are selected by Council based on their outstanding contributions to clinical anatomy and/or extraordinary services rendered to the Association and its membership. Recipients of these lifetime honorary membership awards are not required to pay dues and shall be granted all the privileges of Regular Members in good standing.

Subsection C.Associate membershipshall be open to all students, postdoctoral fellows, residents and fellows in training. Associate members may serve on committees and receive limited member benefits as deemed appropriate by Council but they are not eligible to vote or hold elected office. Associate Members will pay a nominal fee for dues. All Associate members will have electronic access to the official journal. Associate Members may pay an additional amount to receive the printed journal.

Section 4. Membership Status.Subsection A.Active or Member in Good Standing.Unless otherwise specified in the Bylaws, all members in good standing are considered to be Active and shall have the right to vote, hold office, serve on committees, and receive all member privileges. To be in good standing and Active, a member must pay his/her dues for the current year prior to the start of the Annual Scientific Meeting and have no other outstanding financial obligations to the Association.

Subsection B.Inactive.Active Members in all dues paying categories and classes who do not pay their dues by the conclusion of the Annual Scientific Meeting will have their status re-classified to Inactive. Inactive Members do not receive the official journal but they remain eligible to vote, hold office, and serve on committees. Inactive members can reinstate their Active status by making a dues payment and becoming a paid-up member prior to the end of the fiscal year in which they became Inactive.

Subsection C.Discontinued.On January 1st, all Inactive members who are in arrears will have their membership status changed indefinitely to Discontinued. Discontinued members will be listed in the Association's website Directory but have no other privileges of membership. Members in discontinued status for less than two years will have their standing, privileges and Active membership status reinstated upon receipt of a dues payment for the current fiscal year plus the cost of a half-year's subscription, at the member's rate, to the official journal. Those in discontinued status for longer than two years will reapply as new members

Section 5.Expulsion.In extraordinary circumstances, a majority of the Council may vote to send an expulsion notice to a member whose conduct appears to be contrary to the best interests of the Association. The member shall be given written notice of the pending expulsion vote and offered the opportunity to present in writing or in person his/her case at the next meeting of the Council when a final vote will occur. A two-thirds vote of the Council at this meeting is required to expel the member. The expelled member shall have the right of appeal to the membership at the next Annual Business Meeting. A two-thirds vote of the members present at the Annual Business Meeting is required to reinstate the individual's membership.

Section 6.Membership Directory.The Association's website Directory shall display the membership status and class of each member. On the first day of each quarter, the Treasurer shall update the Directory and, to the best of his/her knowledge, certify to the Council that the membership status of each member is accurately recorded.

Section 7.Dues Notices.The Association Secretary shall send, in a form deemed appropriate by the Council, a Call for Membership Dues to the membership.

Section 1. Application Documents.All applicants for AACA membership are required to complete an electronic application form on the Association’s website and to provide the required supporting documents to the Membership Committee as described in the instructions to the electronic application

Section 2. Application Process.The Membership Committee will define its applicant review process, and present this process for Council approval at the Interim Council Meeting. The review process will be published on the Association’s website.

Section 3.Notification and Activation.The Chair of the Membership Committee will notify each applicant of his/her status and annual dues payment options. Membership shall become effective upon receipt of dues.

Section 1. The Association is governed by the members through an elected Council. The Council's Executive Committee shall make decisions and take actions on behalf of the Council between Council meetings.

Subsection A.Executive Committee acting on behalf of the Council.Minutes of Executive Committee meetings shall be distributed to the Council within fifteen (15) days of each Executive Committee meeting. The Council may call a Special Meeting to review an action approved by the Executive Committee on its behalf. A Special Meeting of Council shall be called if within fifteen (15) days of the Minutes being electronically mailed five (5) non-Officer members of Council notify the Association Secretary and request a full Council review of a specific Executive Committee decision. The President will call a Special Meeting within fifteen (15) days of receipt of the fifth written request for a review by the Council.

Section 2.The fiscal year of the Association shall be on a calendar year basis (January 1 to December 31).

Section 3.The Association's activities and committees shall be governed by Robert's Rules of Order, as most recently revised. In case of a conflict between Robert's Rules of Orderand these Bylaws, the Bylaws take precedence.

Section 1. The Officers of the Association shall be the President, President-Elect, Association Secretary, Program Secretary, Treasurer, and the immediate Past President. There are no specific qualifications or professional credentials required for nomination to any office beyond being a Full Member in good standing. The nomination and election process for all Officers is described in Article VII. A current more detailed description for each Officer position, approved by the Council, shall be maintained on the Association's website.

Section 2.President.The President is the highest-ranking elected Officer of the Association and is directly accountable to the members. The President chairs the Council, Executive Committee and Annual Business Meeting and serves on the Journal Committee. The President shall serve a term of two (2) years and shall not succeed himself/herself.

Section 3.Past President.In those years when a new President-Elect is elected, the current President assumes the office of Past President at the close of the Annual Business Meeting. The Past President chairs the Journal Committee, serves on the Membership Committee, and is available to assume the duties of President-Elect if necessary. A vacancy in the office of Past President shall be filled by a former Past President, approved by a majority of the Council. After receiving a nomination from the President, other Officers and Councilors may nominate additional Past Presidents. The ballot will consist of all seconded nominations.

Section 4. President-Elect.The President-Elect functions as a direct aid to the President carrying out tasks that complement the work of the Association. The President-Elect shall assume the office of President when the President's term of office expires. The President-Elect shall chair the Membership Committee, serve on the Journal Committee, function as the Association's President in the absence of the President and, in the event of a vacancy, shall succeed and assume the office of the President. A President-Elect who prematurely assumes the office of President shall serve out the full Presidential term to which he/she was originally elected. In the event of a vacancy in the office of President-Elect, the Past President shall perform the duties of the President-Elect until a new President-Elect is appointed by a two-thirds vote of the Council.

Section 5.Association Secretary.The Association Secretary maintains all the official non-financial records, oversees the recording of proceedings of meetings of the Association and the Council, and is responsible for the Associations correspondence. The Association Secretary shall be elected for terms of three (3) years.

Section 6.Program Secretary.The Program Secretary is responsible for all aspects of the Annual Scientific Meeting. He/she shall receive abstracts, assign and categorize papers approved for presentation, arrange for and supervise the printing of the program, appoint local-host organizing committees subject to approval by the Council, appoint Moderators to preside over scientific sessions, and make purchases and employ assistance as authorized in the budget. The Program Secretary shall be elected for terms of three (3) years.

Section 7.Treasurer.The Treasurer chairs the Financial Affairs Committee, serves on the Journal Committee and oversees the financial records of the Association, including those of the official journal, according to standard accounting practices, and, whether performed personally or through the Association's administrative office, is responsible for safeguarding the Association's funds. The Treasurer shall receive an annual expense report by October 1st from all individuals and Committees that manage funds and/or keep Association accounts. He or she presents periodic reports on the financial status of the Association to the Council and a full report to the membership at the Annual Business Meeting. The Treasurer shall be elected for terms of three (3) years.

Section 8.Vacanciesin the office of Association Secretary, Program Secretary and Treasurer shall be filled by Presidential appointment and approved by a majority of the Council.

Section 1. The Council shall be the principal governing body of the Association. The Council shall consist of the Officers and nine Councilors. The Editor-in-Chief of the official journal,CLINICAL ANATOMY,and the Meeting Manager areex officionon-voting members of the Council.

Section 2.Quorum.A quorum shall consist of one more than half the current number of voting Council members and must include at least two (2) Officers. Neither the presence nor absence of anex officionon-voting member of the Council is counted when calculating a quorum.

Section 3.The term of officefor each Councilor shall be three (3) years with three Councilor positions being annually subject to election. Councilors may serve two (2) consecutive terms in the same Councilor category. If a Councilor serves two (2) consecutive terms in the same Councilor category, the member is ineligible to serve as a Councilor in that category for one (1) term. Members may serve as a Councilor for an unlimited number of non-consecutive terms. The nomination and election process for Councilors is described in Article VII.

Subsection A. Members of Council shall serve, either by election or appointment, in only one (1) Council position as defined in Article VI, Section 1. Election or appointment to a second position on the Council will create a vacancy in the original Council position. The vacancy will occur either at the time of installation for a newly elected position or when an appointment to another Council position is approved.

Section 4.Types of Councilor.There shall be six (6) Councilors-at-Large and, to insure the representation of the Association's diverse membership on the governing Council, there shall be three (3) Special-Councilors. Each year there shall be two (2) Councilors-at-Large and one (1) Special-Councilor elected.

Subsection A. Councilors-at-Large.There are no specific qualifications or professional credentials to be eligible for nomination beyond being an Active Full Member. No additional specifications, limitations or prohibitions shall be placed on who can be nominated by either the Council or the Nominations Committee.

Subsection B.Special Councilors.In addition to being an Active Full Member, nominees for the Special-Councilor positions must meet specific eligibility requirements. TheClinical Councilorposition is open to individuals who are actively engaged in patient care as part of his/her professional duties. The Allied Health Councilorposition is open to individuals who are practitioners in an allied health field or whose primary teaching responsibility involves allied health students. TheAnatomical Services Councilorposition is open to individuals who are primarily engaged in activities associated with the acquisition and preparation of the anatomical resources used in teaching and research. One (1) Special Councilor will be elected each year. The Clinical Councilor is an ex officio member who shall serve as Vice Chair of the Clinical Anatomical Terminology Committee with all rights and privileges.

Section 5.Vacancies.The President is empowered to appoint individuals to fill all vacant Councilor positions. Individuals appointed to fill vacancies in Special Councilor positions must meet eligibility requirements specified in Article VI, Section 4, Subsection B. Presidential appointments must be approved by a majority of the Council.

Section 1. Nominations by Committee. The Nominating Committee shall submit to the Association Secretary beforeJanuary 31sta list of candidates for each position subject to election in the next year. The names of these individuals, and other such supportive materials deemed appropriate by the Nominating Committee and Association Secretary, shall be posted to the Association's website on or before March 1st.

Section 2.Nomination by Petition.During the month of March, members may petition for additional candidates to be added to the ballot. Such nomination petitions may consist of either a single document or separate letters. To qualify for nomination by petition, each candidate must be an Active Full Member and have the support of at least fifteen (15) Full Members in good standing. All petitions and/or letters of nomination plus a letter from the nominee indicating his/her willingness to be a candidate must be received by the Association Secretary before midnight Eastern Time (GMT minus five hours) ofMarch 31st.When additional valid nominations have been received from the membership, the Association Secretary shall post a revised list of the candidates for each position subject to election and other such supportive materials to the Association's website byApril 15th.

Section 3.Elections.OnMay 1st, a secured, electronic ballot shall be activated on the Association's website, along with instructions for electronic voting. All ballots must be electronically submitted to the website or received in the post by the Association Secretary on or before midnight Eastern Time (GMT minus five hours) onMay 21stto be counted. A plurality of the votes cast is needed for election. In the event of a tie, the election shall be decided prior toJune 1stby a majority vote of the current number of Council members. Results will be posted on the Association's website byJune 1st.

Section 4.Eligibility to Vote.All Active Full Members as ofApril 1stof each year are eligible to vote. A member whose dues are received betweenMarch 1standApril 1stmay be required by the Association Secretary to vote by paper ballot.

Section 5.The Association Secretary shall supervise the elections process, the counting of the ballots and, with the Council's approval, implement a voting procedure for members who notify the Association Secretary that they are unable to access the Association's website.

Section 6.Newly elected Officers and Councilors will assume their office at the close of the Annual Business Meeting following the election.

Section 7.Election Sequence for Officers.The Association Secretary, Program Secretary and Treasurer are to be elected independently in successive years. The presidential election is not to coincide with the election of more than one other Association Officer.

Section 8.Transition Provision. The Program Secretary's term of office is extended by one (1) year to 2012 in order to bring the Officers' election sequence into compliance with Section 7 of this Article. The Association Secretary's current term will then be set to end in 2011 and the Treasurer's term in 2013. The approval of the Revised Bylaws will establish these Officers' three (3) year election sequence as being: Association Secretary, Program Secretary then Treasurer.Article VII, Section 8shall be void at the close of the 2011 Annual Business Meeting and will thereafter be omitted from the Bylaws.

Section 1. The Executive Committee is a committee of the Council, consisting of all the Association's Officers, and shall make decisions and take actions on behalf of the Council in between Council meetings. The President shall call and preside at meetings of the Executive Committee. A quorum shall be one more than half the current number of Officers.

Section 3.The Membership Committeereviews all applications for membership and makes recommendations in writing to the Council and membership for action at the Annual Business Meeting. It shall consist of the President-Elect, who serves as the chair, the Past President, and additional members appointed by the President and approved by the Council.

Section 4. The Nominating Committeeis responsible for identifying and placing into nomination suitable candidates for election as Officers and Councilors. It shall consist of five members. The President shall appoint three members, with the approval of the Council, and designate one nominee as the Committee's Chair. Two members shall be nominated and elected by the membership at the Annual Business Meeting. Both appointed and elected members will serve for one election cycle.

Section 5. The Meeting Oversight and Planning Committeeis responsible for the overall organization, general content, and budget of each Annual Scientific Meeting and Postgraduate Course; and it plans and sets the Association’s long-term programmatic objectives for future meetings over a three (3)-year period. The Committee shall solicit formal invitations and decide the location, venue, duration, and dates for proposed annual meetings and related activities. The Committee oversees the implementation of each annual meeting plan as it pertains to the abstract review and selection process, special speakers, invitations, and program content delivery. It shall appoint: a member to serve as the Local Host for each meeting and a member to chair its Annual Meeting Committee. The Meeting Oversight and Planning Committee is comprised of all Officers of the Association, the Chairs of the Special Interest Committees, the Chair of each Annual Meeting Committee, and the Local Host for each Annual Scientific Meeting. The Meeting Manager serves as anex officio non-voting member, and the Program Secretary serves as the Chair.

Subsection A. The Annual Meeting Committeeis a special committee responsible for implementing organizational and planning decisions of the Meeting Oversight and Planning Committee, providing local resources and arrangements necessary to hold the meeting, selecting the content of platform and poster sessions, determining the sequence of activities during the meeting, preparation and printing of the meeting’s program, and promoting the meeting within the anatomical and clinical communities. The Annual Meeting Committee prepares the Call for Abstracts and then reviews, evaluates and selects presentations according to criteria and guidelines established by the Meeting Oversight and Planning Committee. The Committee is comprised of the Annual Meeting Chair, who serves as the Chair, the Program Secretary, the Local Host, two (2) or three (3) members of his/her designated staff, and the Chair of each Special Interest Committee. Additional members may be appointed by the Chair to aid in the abstract review and selection process. The Meeting Manager serves as anex officionon-voting member. The term of service for all appointed members shall be for the duration of the Committee's activities.

Subsection B. Meeting Manager. A Meeting Manager will be appointed by Council and will be compensated according to a contract drafted by the Council. The duties of the Meeting Manager are: to advise and assist the Meeting Oversight and Program Planning Committee in budget preparation and oversight; analysis of facilities and site resources; making appropriate site visits; negotiating contracts with potential sites for the Annual Scientific Meeting and banquet, including room rates and food and beverage; and overseeing meeting logistics, which include communication with potential attendees and sponsors, exhibitor registration, member and non-member registration, special registrations, and registration for the Post Graduate Course. The scope of the Meeting Manager’s duties may be contractually expanded or reduced from those detailed in this Subsection by the Council. The Meeting Manager will make periodic reports on his/her activities to the Council and a full report to the membership at the Annual Business Meeting. The Meeting Manager is anex officionon-voting member of Council, the Meeting Oversight and Program Planning Committee, and each Annual Meeting Committee.

Section 6.The Journal Committeeshall be responsible for management of the journal and shall conduct negotiations as necessary with its editors and publisher. It shall consist of four members: the President-Elect, who serves as the chair, two members appointed by the President and approved by the Council, and the Editor-in-Chief of the official journal, CLINICAL ANATOMY, who serves as an ex officio non-voting member.

Section 7.The Bylaws Committeeshall make recommendations to the Council on amendments to the Bylaws. It shall consist of five (5) members. The President shall appoint three members with the approval of the Council. Two (2) additional members shall be nominated and elected by the membership at the Annual Business Meeting. The President shall designate one (1) of the five (5) members as the Committee's Chair.

Section 8. The Financial Affairs Committeeoversees the establishment and management of an endowment fund, makes recommendations to the Council for maximizing financial resources, and reviews annually the Association's financial records. The Committee shall report annually to the Treasurer on all Association accounts and funds under its control. Report shall be submitted no less than 30 days prior to the Annual Scientific Meeting. The Committee shall consist of four (4) members: two (2) members nominated by the President and approved by the Council, one (1) member nominated and elected by the membership at the Annual Business Meeting, and the Treasurer who servesex officioas the non-voting chair.

Section 9. Special Interest Committees.Some committees are intended to focus attention on specific mission-related topics that may inspire continuing projects of benefit to the members. Each Special Interest Committee is charged with organizing a meeting at the Annual Scientific Meeting that is open to all registered attendees. Those in attendance at each open committee meeting are referred to as the Special Interest Group (SIG) for that Special Interest Committee. Voting at these open committee meetings is limited to Active Members. Special Interest Committees are different from other Standing Committees in that at-large members are elected at its open committee meeting rather than the Annual Business Meeting. The meeting at which elections are held shall be widely advertised to the membership. Each committee shall adopt rules as appropriate to achieve its unique mission. Committee rules will become effective when approved by Council. Each committee shall submit an activity report to the Association Secretary for presentation at the fall interim meeting of Council.

Subsection A. TheEducational Affairs Committeeshall promote the teaching of clinical anatomy, track national and international curricular changes, and develop educational initiatives that will benefit the Association's members, health care professionals, the educational community, and the general public. The Committee shall disseminate data and recommendations for best practices for all aspects of anatomical education as it relates to clinical practice. The Committee shall plan and implement the Educational Affairs Symposium when scheduled by the Meeting Oversight and Program Planning Committee. The Committee shall consist of six (6) members, each serving a three (3) year term. The President-Elect shall appoint one (1) member in the second year of his/her term, and the President shall appoint one (1) member in the first year of his/her term. One (1) member shall be nominated and elected by the Active Members in attendance at its annual open meeting

Subsection B. TheCareer Development Committeeshall support the professional growth of clinical anatomists at all academic ranks. The Committee shall foster the development of quality anatomical research and scholarly educational endeavors. The Committee is responsible for coordinating the judging of presentation awards at the Annual Scientific Meeting, and the Chair of the Committee will present the awards at the annual banquet. Furthermore, the committee is responsible for the Career Development Symposium when scheduled by the Meeting Oversight and Program Planning Committee and for the Career Development Committee Reception at the Annual Scientific Meeting.

Subsection C. TheAnatomical Services Committeeshall promote the activities of members who administer institutional willed body donor programs, sit on state anatomical boards and committees, and prepare cadaveric materials for education and research. It shall plan and implement the Anatomical Services Symposium when scheduled by Meeting Oversight and Program Planning Committee. The Committee shall be jointly chaired by a Technical / Administration Co-Chair, who represents the Special Interest Group members primarily engaged in activities associated with the acquisition and preparation of the anatomical resources used in teaching and research; and an Academic Co-Chair, who holds a faculty title and has material course administration and teaching responsibilities in addition to his/her technical services duties. Both Co-Chairs are to be selected by the President from the Committee's appointed and elected members inclusive of the Anatomical Services Councilor who is anex officiovoting member.

Subsection D. TheClinical Anatomical Terminology (CAT) Committeeof the AACA shall investigate the usage of clinical anatomical terminology and actively promote dissemination of equivalent clinical and anatomical terms for identical anatomical structures or concepts through the development and maintenance of free web-based resources and through regular publications in the Association’s journal, Clinical Anatomy. Specifically, the CAT Committee will collect and vet clinical anatomical terms and maintain an AACA-linked terminology website; and it will recruit authors and review manuscripts for publication.

The Committee is responsible for planning and implementing a Clinical Anatomical Terminology Symposium when scheduled by the Meeting Oversight and Program Planning Committee.

The Committee shall consist of ten (10) members, each serving a three (3) year term. The President-Elect shall appoint two (2) members in the second year of his/her term, and the President shall appoint two (2) members in the first year of his/her term. One member shall be nominated and elected by the Active Members in attendance at the CAT Committee’s annual open meeting. The Clinical Councilor is anex officiomember who shall serve as Vice Chair of the Committee with all rights and privileges.

Section 10. Membership, Appointments and Vacancies.

Subsection A. The President, with approval of the Council, can create and appoint members toad hoccommittees for the duration of his/her term of office. Unless otherwise stipulated, the President will appoint the designated number of members to all Standing Committees and the Chair or Co-Chairs of each Committee.

Subsection B.Unless otherwise stipulated, terms of appointments shall be for two (2) years ending at the close of an Annual Business Meeting at which the President-Elect is installed as the new President. It is the responsibility of the new President, unless otherwise stipulated, to appoint members of the committees that will serve during his/her term of office.

Subsection C. Members may be appointed to serve on multiple committees. Appointed members are not eligible to serve simultaneously on more than two (2) committees, not countingex officiomembership or to be appointed to serve more than two (2) consecutive terms on any one (1) committee unless approved by a three-quarters vote of the Council.

Subsection D. Beyond the qualifications stipulated in Article II, Section 5, there shall be no additional restrictions or limitations placed on the nomination and election of members to serve on any Standing Committee.

Subsection E. The President is empowered to appoint individuals, with the approval of the Council, to fill vacancies in elected member positions on Standing Committees that occur between Annual Business Meetings.

Section 11.The Quorum for all Standing Committees, unless otherwise stipulated in the Bylaws, shall be one more than half the current number of members.

Section 1. Annual Scientific Meeting of the Association shall be held at such time and place as may be selected by the majority vote of Council and stated in the Notice of Meeting posted to the membership after the close of the Annual Business Meeting. The Annual Scientific Meeting shall also include an installation ceremony for newly elected Officers and Councilors and the presentation of the Honorary Membership awards.

Section 2.Annual Business Meetingof the Association shall be held at such time and place as may be selected by the Council and stated in the Notice of Meeting posted to the membership. The Annual Business Meeting will be held in conjunction with the Association's Annual Scientific Meeting and shall provide for activities required in the Bylaws and the transaction of such business as may properly be brought before the membership.

Section 3.Notice of MeetingsThe Association Secretary shall give notice of all Association meetings stating the place, day, and hour of the meeting and, in case of a Special Meeting, the purpose for which the meeting is called. Such notice of special meetings shall be not less than thirty (30) days before the date of the meeting.

Section 4. Quorum.A quorum for transaction of business shall be not less than 10% of the total membership in good standing and eligible vote.

Section 5.Voting and Representation.Each Full Member in good standing present shall be entitled to one vote at all Association meetings.

Section 1. Amendments of the Bylaws may be proposed by the Bylaws Committee with the approval of a majority of the Council or by a petition, sent to the Association Secretary, bearing the signatures of at least 5% of the total members in good standing.

Section 2.Notice of Proposed Amendmentstogether with such supportive materials as deemed appropriate by the Council, shall be posted to the Association's website, as part of the regular election cycle, on or before April 1st. OnMay 1st, a secured, electronic ballot shall be activated on the Association's website, along with instructions for electronic voting. All ballots must be electronically submitted to the website or received in the post by the Association Secretary on or before midnight Eastern Time (GMT minus 5 hours) onMay 21stto be counted. The Association Secretary shall post the results on the Association's website byJune 1st.

Section 3.Eligibility to Vote.All Active Full Members as ofApril 1stof each year are eligible to vote.

Section 4.Out-of-Cycle Amendments.In the event of an urgent or special recommendation from the Bylaws Committee, the Council, by a two-thirds vote, may authorize posting a proposed amendment to the members at any time. Notice of proposed amendments shall be posted on the Association's website for a twenty-one (21) day period prior to balloting. At the end of the posting period, a secured electronic ballot shall be activated on the Association’s website, along with instructions for electronic voting. All Active Full Members on the date the proposed amendment ballot is posted are eligible to vote. All ballots must be electronically submitted to the website or received in the post by the Association's Secretary within twenty-one (21) days of the opening of balloting. The results shall be posted on the Association's website within fourteen (14) days of the close of balloting.

Section 5. The Association Secretary shall supervise the balloting process, the counting of the ballots and, with the Council's approval, implement a voting procedure for members who notify the Association Secretary that they are unable to access the Association's website.

Section 6. All amendments of the Bylaws require an affirmative vote of two-thirds of the members who submit valid ballots.

Section 1. Dissolution of the Association. In the event of the dissolution of the Association, the Council shall give all its assets to one or more nonprofit, tax-exempt organizations. If the Council cannot decide, the decision shall be made by the applicable Court in the state in which the Association is incorporated.